SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
America West Airlines, Inc.
-------------------
(Name of Issuer)
Class A Common Stock, $.01 par value
Class B Common Stock, $.01 par value
Warrants to Purchase Class B Common
Stock
----------------------------
(Title of Class of Securities)
023650 302
023650 203
023650 112
--------------
(CUSIP Numbers)
Richard J. Cooper, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 1995
--------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this Schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement
[ ].
<PAGE>
SCHEDULE 13D
CUSIP Nos. 023650 302, 023650 203, 023650 112
------------
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Partners, L.P.
75-2473270
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | x|
(b) | |
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS
WC
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|__|
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
_________________________________________________________________
7 SOLE VOTING POWER
CLASS A COMMON STOCK 642,078
CLASS B COMMON STOCK 5,739,480
WARRANTS 1,583,688
NUMBER OF
____________________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY CLASS A COMMON STOCK 1,200,000
EACH CLASS B COMMON STOCK 13,601,967
WARRANTS 4,897,538
____________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH CLASS A COMMON STOCK 642,078
CLASS B COMMON STOCK 5,739,480
WARRANTS 1,583,688
____________________________________________________________
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 13,601,967
WARRANTS 4,897,538
______________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 13,601,967
WARRANTS 4,897,538
_______________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
_______________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
CLASS A COMMON STOCK 100.0%
CLASS B COMMON STOCK 27.8%
WARRANTS 47.2%
________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
________________________________________________________________
<PAGE>
SCHEDULE 13D
CUSIP Nos. 023650 302, 023650 203, 023650 112
------------
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Parallel I, L.P.
75-2544886
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | x|
(b) | |
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS
WC
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|__|
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
_________________________________________________________________
7 SOLE VOTING POWER
CLASS A COMMON STOCK 64,699
CLASS B COMMON STOCK 578,338
WARRANTS 159,580
NUMBER OF
____________________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY CLASS A COMMON STOCK 1,200,000
EACH CLASS B COMMON STOCK 13,601,967
WARRANTS 4,897,538
____________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH CLASS A COMMON STOCK 64,699
CLASS B COMMON STOCK 578,338
WARRANTS 159,580
____________________________________________________________
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 13,601,967
WARRANTS 4,897,538
______________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 13,601,967
WARRANTS 4,897,538
_______________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
_______________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
CLASS A COMMON STOCK 100.0%
CLASS B COMMON STOCK 27.8%
WARRANTS 47.2%
________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
________________________________________________________________
<PAGE>
SCHEDULE 13D
CUSIP Nos. 023650 302, 023650 203, 023650 112
------------
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Air Partners II, L.P.
75-2553295
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | x|
(b) | |
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS
WC
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|__|
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
_________________________________________________________________
7 SOLE VOTING POWER
CLASS A COMMON STOCK 67,718
CLASS B COMMON STOCK 605,330
WARRANTS 167,028
NUMBER OF
____________________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY CLASS A COMMON STOCK 1,200,000
EACH CLASS B COMMON STOCK 13,601,967
WARRANTS 4,897,538
____________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH CLASS A COMMON STOCK 67,718
CLASS B COMMON STOCK 605,330
WARRANTS 167,028
____________________________________________________________
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 13,601,967
WARRANTS 4,897,538
______________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 13,601,967
WARRANTS 4,897,538
_______________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
_______________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
CLASS A COMMON STOCK 100.0%
CLASS B COMMON STOCK 27.8%
WARRANTS 47.2%
________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
________________________________________________________________
<PAGE>
This amendment No. 1 (this "Amendment") amends and
supplements the Schedule 13D filed on September 6, 1994 (the
"Schedule 13D") of TPG Partners, L.P. ("TPG"), TPG Parallel I,
L.P. ("TPG Parallel") and Air Partners II, L.P. ("Air Partners",
and collectively with TPG and TPG Parallel, the "Filing
Parties"), with respect to the Class A Common Stock, $ 0.01 par
value per share (the "Class A Common"), the Class B Common Stock,
$0.01 par value per share (the "Class B Common"), and the
Warrants to Purchase Class B Common (the "Warrants") of America
West Airlines, Inc., a Delaware corporation (the "Company"). All
capitalized terms used in this Amendment and not otherwise
defined herein have the meanings ascribed to such terms in the
Schedule 13D.
Item 5. Interest in Securities of the Issuer
Items 5(a), (b) and (c) of the Schedule 13D are hereby
amended to read in their entirety as follows:
(a) - (b) At the date hereof, TPG has the sole power to
vote and dispose of 642,078 shares of Class A Common, 4,155,792
shares of Class B Common, and 1,583,688 Warrants. The Warrants
entitle holders to purchase one share of Class B Common at a
price of $12.74 per share. The Class A Common held by TPG
represents approximately 53.5% of the 1,200,000 shares of Class A
Common outstanding as of September 30, 1995, based on information
provided by the Company. The Class B Common held by TPG
represents approximately 9.5% of the 43,967,378 shares of Class B
Common outstanding as of September 30, 1995, based on information
provided by the Company. The Warrants held by TPG represent
approximately 15.3% of the 10,383,571 Warrants outstanding as of
September 30, 1995, based on information provided by the Company.
Assuming exercise of the Warrants, the Class B Common and
Warrants held by TPG represent approximately 12.6% of the
45,551,066 shares of Class B Common which would be assumed to be
outstanding upon such exercise.
At the date hereof, TPG Parallel has the sole power to vote
and dispose of 64,699 shares of Class A Common, 418,758 shares of
Class B Common, and 159,580 Warrants. The Class A Common held by
TPG Parallel represents approximately 5.4% of the 1,200,000
shares of Class A Common outstanding as of September 30, 1995,
based on information provided by the Company. The Class B Common
held by TPG Parallel represents approximately 1.0% of the
43,967,378 shares of Class B Common outstanding as of September
30, 1995, based on information provided by the Company. The
Warrants held by TPG Parallel represent approximately 1.5% of the
10,383,571 Warrants outstanding as of September 30, 1995, based
on information provided by the Company. Assuming exercise of the
Warrants, the Class B Common and Warrants held by TPG Parallel
represent approximately 1.3% of the 44,126,958 shares of Class B
Common which would be assumed to be outstanding upon such
exercise.
At the date hereof, Air Partners II has the sole power to
vote and dispose of 67,718 shares of Class A Common, 438,302
shares of Class B Common, and 167,028 Warrants. The Class A
Common held by Air Partners II represents approximately 5.6% of
the 1,200,000 shares of Class A Common outstanding as of
September 30, 1995, based on information provided by the Company.
The Class B Common held by Air Partners II represents
approximately 1.0% of the 43,967,378 shares of Class B Common
outstanding as of September 30, 1995, based on information
provided by the Company. The Warrants held by Air Partners II
represent approximately 1.6% of the 10,383,571 Warrants
outstanding as of September 30, 1995, based on information
provided by the Company. Assuming exercise of the Warrants, the
Class B Common and Warrants held by Air Partners II represent
approximately 1.4% of the 44,134,406 shares of Class B Common
which would be assumed to be outstanding upon such exercise.
As set forth in Items 5(d) and 6 to the Schedule 13D, the
Filing Parties have certain understandings and agreements
regarding the voting and disposition of the securities of the
Company held by them with GPA Group plc, an Irish public limited
company ("GPA"), Continental Airlines, Inc., a Delaware
corporation ("Continental") and Mesa Airlines, Inc., a New Mexico
corporation ("Mesa"). As a result of these agreements and
understandings, the Filing Parties, together with each of GPA,
Continental and Mesa, comprise a group within the meaning of
Section 13(d)(3) of the Exchange Act, and each may be deemed to
beneficially own the securities of the Company owned by the
other. Information concerning the ownership of Class A Common,
Class B Common and Warrants by each of GPA, Continental and Mesa
is contained in separate amendments to Schedules 13D being filed
by each of GPA, Continental and Mesa. In an amendment to its
Schedule 13D filed on November 20, 1995, GPA reported that on
November 14, 1995 it sold 900,000 shares of Class B Common to
Salomon Brothers Inc at a price of $16.51 per share by means of a
block trade on the New York Stock Exchange with a settlement date
of November 17, 1995. In the same amendment to its Schedule 13D,
GPA reported that it continued to hold 1,384,615 Warrants.
On the basis of information contained in the Schedules 13D
filed by Continental and Mesa and the amendment to its Schedule
13D filed by GPA, following this sale of Class B Common by GPA,
the Filing Parties, Continental, Mesa and GPA, as a group,
beneficially own 1,200,000 shares of Class A Common, 8,704,429
shares of Class B Common, and 4,897,538 Warrants. The aggregate
amount of Class A Common beneficially owned by the group
represents 100% of the 1,200,000 shares of Class A Common
outstanding as of September 30, 1995, based on information
provided by the Company. The aggregate amount of Class B Common
beneficially owned by the group represents approximately 19.8% of
the 43,967,378 shares of Class B Common outstanding as of
September 30, 1995, based on information provided by the Company.
The aggregate amount of Warrants beneficially owned by the group
represents approximately 47.2% of the 10,383,571 Warrants
outstanding as of September 30, 1995, based on information
provided by the Company. Assuming exercise of the Warrants, the
aggregate amount of Class B Common and Warrants beneficially
owned by the group represents approximately 27.8% of the
48,864,916 shares of Class B Common which would be assumed to be
outstanding upon such exercise.
Except as described herein, none of the Filing Parties has
the sole or shared voting power to vote or the sole or shared
power to dispose of any shares of Class A Common, Class B Common
or any of the Warrants.
To the knowledge of the Filing Parties, none of the
individuals named in Item 2 has the sole or shared power to vote
or the sole or shared power to dispose of any shares of Class A
Common, Class B Common, or of any Warrants.
(c) Except as stated herein, no transactions in shares of
Class A Common, Class B Common or Warrants were effected during
the past 60 days by any Filing Party or to the best of their
knowledge, any of the individuals identified in Item 2.
On each of December 31, 1994 and May 3, 1995, Messrs. James
G. Coulter and Richard P. Schifter, each of whom is identified in
Item 2 and each of whom is a director of the Company, were each
automatically granted options to purchase an aggregate of 6,000
shares of Class B Common pursuant to the terms of the Company's
1994 Incentive Equity Plan. The Filing Parties expressly
disclaim beneficial ownership of the shares of Class B Common
that are subject to such options.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by adding the
following paragraph immediately prior to the final paragraph
thereof.
Pursuant to the Stockholders' Agreement and the GPA Voting
Agreement, the parties to such agreements have agreed, inter
alia, to vote, or recommend the voting of, the shares of Class A
Common and Class B Common held by each of them in favor of the
election of a director of the Company designated by GPA during
the term of such agreements, provided that GPA shall own at least
two percent of the voting equity securities of the Company "(on a
fully diluted basis)" and provided further that such director
designee is reasonably acceptable to AmWest or its designated
assignees. Pursuant to the First Amendment to the Stockholders'
Agreement, dated as of September 6, 1994 (filed as Exhibit 2 to
this Amendment and incorporated herein by this reference), and
the First Amendment to the GPA Voting Agreement, dated as of
September 6, 1994 (filed as Exhibit 2 to this Amendment and
incorporated herein by this reference), inter alia, the
parenthetical term "(on a fully diluted basis)" in each of the
agreements has been defined to provide that the percentage of
voting equity securities of the Company modified by such term
shall be determined (i) as if the 10,384,615 Warrants isued upon
consummation of the Plan shall have been exercised for 10,384,615
shares of Class B Common as of the date of such determination and
(ii) excluding from such determination any potential dilutive
effect of certain warrants, options or rights issued subsequent
and unrelated to the confirmation of the Plan.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Joint Filing Agreement
Exhibit 2 -- First Amendment to Stockholders' Agreement
Exhibit 3 -- First Amendment to GPA Voting Agreement
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and accurate.
Dated: November 22, 1995
TPG PARTNERS, L.P.
By: TPG GenPar, L.P.
General Partner
By: TPG Advisors, Inc.
General Partner
By: /s/ James O'Brien
Name: James O'Brien
Title: Vice President
TPG PARALLEL I, L.P.
By: TPG GenPar, L.P.
General Partner
By: TPG Advisors, Inc.
General Partner
By: /s/ James O'Brien
Name: James O'Brien
Title: Vice President
<PAGE>
AIR PARTNERS II, L.P.
By: TPG GenPar, L.P.
General Partner
By: TPG Advisors, Inc.
General Partner
By: /s/ James O'Brien
Name: James O'Brien
Title: Vice President
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT, (this "Agreement"), dated as of
September 1, 1994 among TPG PARTNERS, L.P., a Delaware limited
partnership ("TPG"), TPG PARALLEL I, L.P., a Delaware limited
partenrship ("TPG Parallel") and AIR PARTNERS II, L.P., a Texas
limited partnership ("Air Partners II").
W I T N E S S T H
WHEREAS, as of the date hereof, each of TPG, TPG Parallel
and Air Partners II is filing a Schedule 13D under the Securities
Exchange Act of 1934 (the "Exchange Act") with respect to the
securities of America West, Inc., a Delaware corporation (the
"Schedule 13D";
WHEREAS, each of TPG, TPG Parallel and Air Partners II is
individually eligible to file the Schedule 13D;
WHEREAS, each of TPG, TPG Parallel and Air Partners II
wishes to file the Schedule 13D and any amendments thereto
jointly and on behalf of each of TPG and AmWest, pursuant to Rule
13d-1(f)(1) under the Exchange Act;
NOW, THEREFORE, in consideration of these premises and other
good and valuable consideration, the parties hereto agree as
follows:
1. TPG, TPG Parallel and Air Partners II hereby agree that
the Schedule 13D is, and any amendments thereto will be, filed on
behalf of each of TPG, TPG Parallel and Air Partners II pursuant
to Rule 13d-1(f)(1)(iii) under the Exchange Act.
2. TPG hereby acknowledges that, pursuant to Rule 13d-
1(f)(1)(i) under the Exchange Act, TPG is responsible for the
timely filing of the Schedule 13D and any amendments thereto, and
for the completeness and accuracy of the information concerning
TPG contained therein, and is not responsible for the
completeness and accuracy of the information concerning TPG
Parallel or Air Partners II contained therein, unless TPG knows
or has reason to know that such information is inaccurate.
3. TPG Parallel hereby acknowledges that, pursuant to Rule
13d-1(f)(1)(i) under the Exchange Act, TPG Parallel is
responsible for the timely filing of the Schedule 13D and any
amendments thereto, and for the completeness and accuracy of the
information concerning TPG Paralllel contained therein, and is
not responsible for the completeness and accuracy of the
information concerning TPG or Air Partners II contained therein,
unless TPG Parallel knows or has reason to know that such
information is inaccurate.
4. Air Partners II hereby acknowledges that, pursuant to
Rule 13d-1(f)(1)(i) under the Exchange Act, Air Partners II is
responsible for the timely filing of the Schedule 13D and any
amendments thereto, and for the completeness and accuracy of the
information concerning Air Partners II contained therein, and is
not responsible for the completeness and accuracy of the
information concerning TPG or TPG Parallel contained therein,
unless Air Partners II knows or has reason to know that such
information is inaccurate.
5. Each of TPG, TPG Parallel and Air Partners II hereby
agree that this Agreement shall be filed as an exhibit to the
Schedule 13D, pursuant to Rule 13D-1(f)(1)(iii) under the
Exchange Act.
IN WITNESS WHEREOF, the parties have caused this Agreement
to executed individually or by their respective directors
hereunto duly authorized as of the day and year first above
written.
TPG PARTNERS, L.P.
By: TPG GenPar, L.P.
General Partner
By: TPG Advisors, Inc.
General Partner
By: /s/ James O'Brien
Name: James O'Brien
Title: Vice President
TPG PARALLEL I, L.P.
By: TPG GenPar, L.P.
General Partner
By: TPG Advisors, Inc.
General Partner
By: /s/ James O'Brien
Name: James O'Brien
Title: Vice President
AIR PARTNERS II, L.P.
By: TPG GenPar, L.P.
General Partner
By: TPG Advisors, Inc.
General Partner
By: /s/ James O'Brien
Name: James O'Brien
Title: Vice President
FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT FOR
AMERICA WEST AIRLINES, INC.
THIS FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT FOR
AMERICA WEST AIRLINES, INC. (this "Amendment) is entered
into as of this 6th day of September, 1994 by and among Air
Partners II, L.P., a Texas limited partnership, TPG
Partners, L.P., a Texas limited partnership, TPG Parallel I,
L.P., a Texas limited partnership, Continental Airlines,
Inc., a Delaware corporation, Mesa Airlines, Inc., a New
Mexico corporation, GPA Group plc, a corporation organized
under the laws of Ireland ("GPA"), Robert A. Ewert, David T.
Obergfell and William A. Franke (collectively, the
"Stockholder Representatives"), and America West Airlines,
Inc., a Delaware corporation (the "Company").
RECITALS:
WHEREAS, the Amwest Partners, L.P. a Texas limited
partnership ("Amwest"), GPA, the Stockholder Representatives
and the Company entered into that certain Stockholders'
Agreement for America West Airlines, Inc., dated as of the
25th day of August, 1994 (the "Agreement");
WHEREAS, the Agreement set forth certain rights and
obligations of the parties as stockholders and "Stockholder
Representatives" (as defined therein) of the Company;
WHEREAS, AmWest was dissolved by operation of that
certain Termination Agreement dated as of August 25, 1994,
by and among its general and limited partners (the
"Termination Agreement");
WHEREAS, prior to AmWest's dissolution, by separate
letter agreements, each dated August 23, 1994 (the
"Assumption Agreements"), Amwest assigned to its limited
partners and certain of their Affiliates AmWest's rights and
obligations under the Investment Agreement and certain
related agreements, and such assignees assumed such rights
and obligations pursuant to the Assumption Agreements and
certain letter agreements dated August 25, 1994, addressed
to the Company and the other parties to the Agreement (the
"Letter Agreements");
WHEREAS, AmWest's obligations under the Agreement have
been collectively assumed by TPG Partners, L.P., TPG
Parallel I, L.P., Air Partners II, L.P., Continental
Airlines, Inc., and Mesa Airlines, Inc., and their
respective Affiliates in accordance with the Termination
Agreement, the Assumption Agreements, and the Letter
Agreements;
WHEREAS, it is the intent of the parties that the
Stockholder Representatives not be deemed, by virtue of the
Agreement, to be acting, in their individual capacities, as
a syndicate or group for the purpose of acquiring, holding,
or disposing of securities under Section 13(d) of the
Securities Exchange Act of 1934, as amended; and
WHEREAS, the parties desire to define the term "(on a
fully diluted basis)" as used in the Agreement and correct
an incomplete reference in the Agreement to certain of the
parties thereto.
NOW THEREFORE, in consideration of the premises herein
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. The Agreement is hereby amended in the following
manner:
(a) The following is hereby added to Section 1.0 of
the Agreement:
"(on a fully diluted basis)" shall mean that the
determination of percentage of voting equity securities
modified by such phrase shall be made (i) as if the
10,384,615 warrants to purchase Class B Common issued
upon consummation of the Plan shall have been exercised
for 10,384,615 shares of Class B Common as of the date
that such determination is made, and (ii) excluding
from such determination the potential dilutive effect
of any warrants, options or rights relating to Class B
Common or nonvoting equity securities convertible
directly or indirectly into Class B Common issued
subsequent and unrelated to the consummation of the
Plan (herein, collectively "Post Plan Convertible
Securities"). Neither the use of the phrase "(on a
fully diluted basis)" nor any determination of
percentage of voting equity securities modified by such
phrase shall be deemed to limit the Company's ability
to issue securities, and subject to clause (ii) of the
immediately preceding sentence, any securities so
issued (including, without limitation upon exercise of
or in exchange for any Post Plan Convertible Security)
shall be included for purposes of any calculation of
ownership interests provided for in this Agreement.
(b) Clause (I) of Section 2.1(h) is hereby amended and
restated to read as follows:
(i) to vote the Common Stock held and controlled by
them (other than stock held individually by any
Stockholder Representative) in favor of the removal
from the Board, upon notice by the group or entity
having the right to designate such director under this
Section 2.1 and requesting such removal, of any person
or persons designated to the Board by such group or
entity, and
2. The parties hereto agree that for purposes of
clause (i) of the last sentence of Section 4.3 of the
Agreement, TPG Partners, L.P., TPG Parallel I, L.P., Air
Partners II, L.P., and Continental will be deemed not to be
Affiliates of one another.
3. All capitalized terms used herein that are not
defined herein shall be given the meaning given to them in
the Agreement.
4. Except as specifically modified by this Amendment,
(a) the terms, conditions, and covenants set forth in the
Agreement are hereby ratified and confirmed by the parties
hereto and are in full force and effect and (b) nothing
herein shall in any way alter, impair, or modify the
Agreement.
5. This Amendment may be executed by the parties
hereto in counterparts and by telecopy, each of which shall
be deemed to constitute an original and all of which
together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto, by their
respective officers thereunto duly authorized, have executed this
Agreement as of the date first written above.
AIR PARTNERS II, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Richard P. Schifter
Name:
Title:
TPG PARTNERS, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Richard P. Schifter
Name:
Title:
TPG PARALLEL I, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Richard P. Schifter
Name:
Title:
CONTINENTAL AIRLINES, INC.
By: /s/ Charles T. Goolsbee
Name: Charles T. Goolsbee
Title: EVP Corporate Affairs
MESA AIRLINES, INC.
By: /s/ Larry L. Risley
Name: Larry L. Risley
Title: Chairman,President, CEO
<PAGE>
GPA GROUP plc
By: /s/ Michael Walsh
Name: Michael Walsh
Title: Vice President - Legal
/s/ Robert A. Ewert
Robert A. Ewert,
Stockholder Representative
/s/ David T. Obergfell
David T. Obergfell,
Stockholder Representative
/s/ William A. Franke
William A. Franke,
Stockholder Representative
AMERICA WEST AIRLINES, INC.
/s/ William A. Franke
Name:
Title:
FIRST AMENDMENT TO VOTING AGREEMENT
THIS FIRST AMENDMENT TO VOTING AGREEMENT (this
"Amendment"), is entered into as of September 6, 1994 by and
among Air Partners II, L.P., a Texas limited partnership, TPG
Partners, L.P., a Texas limited partnership, TPG Parallel I,
L.P., a Texas limited partnership, Continental Airlines, Inc., a
Delaware corporation, and GPA Group plc, an Irish public limited
company ("GPA").
RECITALS
WHEREAS, Amwest Partners, L.P. a Texas limited
partnership ("AmWest"), and GPA entered into that certain Voting
Agreement, dated as of August 25, 1994 (the "Voting Agreement");
WHEREAS, AmWest was dissolved by operation of that
certain Termination Agreement dated as of August 25, 1994, by and
among its general and limited partners (the "Termination
Agreement");
WHEREAS, Amwest's obligations under the Agreement have
been collectively assumed by TPG Partners, L.P., TPG Parallel I,
L.P., Air Partners II, L.P. and Continental Airlines, Inc. and
their respective Affiliates in accordance with the Termination
Agreement, the Voting Agreement and that certain Letter Agreement
dated as of August 25, 1994 delivered pursuant to Section 3(a) of
the Voting Agreement; and
WHEREAS, the parties to the Voting Agreement desire to
amend the Voting Agreement in order to clarify the meaning of the
parenthetical "(on a fully diluted basis)" as used therein.
NOW, THREFORE, in consideration of the premises herein
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. The Voting Agreement is hereby amended by
inserting at the end of Section 1 thereof the following new
paragraph:
"As used herein, the parenthetical "(on a fully diluted
basis)" shall mean that the determination of percentage of
voting equity securities modified by such parenthetical
shall be made (i) as if the 10,384,615 warrants to purchase
shares of Class B common stock of AWA issued upon
consummation of the Plan shall have been exercised for
10,384,615 shares of Class B common stock of AWA as of the
date that such determination is made, and (ii) excluding
from such determination the potential dilutive effect of any
warrants, options or rights relating to Voting Securities or
nonvoting equity securities convertible directly or
indirectly into Voting Securities issued subsequent and
unrelated to the consummation of the Plan (collectively
referred to herein as "Post Plan Convertible Securities")
Neither the use of the parenthetical "(on a fully diluted
basis)" nor any determination of percentage of Voting
Securities modified by such parenthetical shall be deemed to
limit AWA's ability to issue securities and, subject to the
provisions of Clause (ii) of the immediately preceding
sentence, any securities so issued (including, without
limitation upon exercise of or in exchange for any Post Plan
Convertible Security) shall be included for purposes of any
calculation of ownership interests provided for in this
Agreement.
2. All capitalized terms used herein that are not
defined herein shall be given the meaning given the meaning given
to them in the Agreement.
3. Except as specifically modified by this Amendment,
(a) the terms, conditions, and covenants set forth in the
Agreement are hereby ratified and confirmed by the parties hereto
and are in full force and effect and (b) nothing herein shall in
any way alter, impair, or modify the Agreement.
4. This Amendment may be executed by the parties
hereto in counterparts and by telecopy, each of which shall be
deemed to constitute an original and all of which together shall
constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto, by their
respective officers thereunto duly authorized, have executed this
Agreement as of the date first written above.
AIR PARTNERS II, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Richard P. Schifter
Name:
Title:
TPG PARTNERS, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Richard P. Schifter
Name:
Title:
TPG PARALLEL I, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Richard P. Schifter
Name:
Title:
CONTINENTAL AIRLINES, INC.
By: /s/ Charles T. Goolsbee
Name: Charles T. Goolsbee
Title: EVP Corporate Affairs
<PAGE>
GPA GROUP plc
By: /s/ Michael Walsh
Name: Michael Walsh
Title: Vice President - Legal
